Authorisations
Authorisation to the Board to decide on acquiring the Company´s own Class B shares
The Board of Directors was authorized by the AGM to decide on acquiring the Company’s own Class B shares on the following terms:
Maximum amount of shares to be acquired:
Pursuant to the authorisation, the Board may decide on acquiring a maximum of fourteen million (14,000,000) of the Company’s own Class B shares, equivalent to approximately 9.9 percent of all shares of the Company. The authorisation may only be exercised in a manner that puts the amount of shares held by the Company and its subsidiary entities at any given time at no more than one tenth (1/10) of all shares of the Company.
Acquisition of shares and consideration payable:
The shares will be acquired in accordance with the decision taken by the Board in a proportion other than that of the shares held by the shareholders using funds belonging to the Company’s unrestricted equity at the market price of Class B shares on the OMX Nordic Exchange (Helsinki) at the time of the acquisition. The shares will be paid for in accordance with the rules and regulations of OMX Nordic Exchange (Helsinki) and the Finnish Central Securities Depository (APK).
The Board of Directors shall resolve upon the method of acquisition. Among other means, derivatives may be utilised in acquiring the shares.
Acquisition of the shares reduces the Company’s distributable unrestricted equity.
Purpose of the share acquisition:
Shares may be acquired to develop the Company's capital structure, to execute corporate acquisitions or other business arrangements, to finance investments, for use as part of the Company's incentive schemes or for being otherwise relinquished, held or cancelled.
Other terms and validity:
The Board shall decide on all other matters relating to the acquisition of the Class B shares.
The authorisation to acquire shall remain in force for a period not to exceed eighteen (18) months from the decision taken by the AGM.
The authorisation revokes the authorisation granted to the Board by the AGM on 13 March 2007 to decide on acquiring the Company’s own Class B shares.
Authorization to the Board to decide on a share issue of Class B shares against payment
The Board of Directors was authorized by the AGM to decide on a share issue against payment in one or more issues. The authorisation comprises the right to issue new Class B shares or assign Class B treasury shares held by the Company.
The authorisation concerns a combined maximum of twenty eight million (28,000,000) Class B shares in the Company, which amount represents approximately 19.8 percent of all shares of the Company.
The authorisation granted to the Board includes the right to derogate from the precedence of the shareholders through a directed issue, provided that the Company has a persuasive economic reason for this. Subject to the above restrictions, the authorisation may be used i.a. as payment of consideration when financing and executing corporate acquisitions or other business arrangements and investments, to expand the Company's ownership base, to develop capital structure, to secure the commitment of employees or in incentive schemes. Pursuant to the authorisation, Class B shares held by the Company as treasury shares may also be sold in public trading organised by the OMX Nordic Exchange (Helsinki).
The authorisation includes the right for the Board to decide on the terms of the share issue in the manners provided for in the Companies Act including the right to decide whether the subscription price is credited in part or in full to the paid-up unrestricted equity reserves or in the share capital.
The authorisation will remain in effect for a period of eighteen (18) months from the decision of the AGM.
Previous share issue authorisations granted to the Board earlier were revoked, with the exception of the authorisation granted to the Board by the AGM on 13 March 2007, pursuant to which the Board may decide on a directed bonus issue of no more than 650,000 Class B shares to create a share incentive scheme for management.







